AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EXHIBIT 10.4   AMENDED AND RESTATED EMPLOYMENT AGREEMENT     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is dated this 22nd day of December 2008, between Home Bank, a federally-chartered savings bank located in Lafayette, Louisiana (the “Bank” or the “Employer”) and L. J. Dailey (the “Executive”).   WITNESSETH     WHEREAS, the Executive became an employee of the Bank upon the merger of Crowley Building and Loan Association (“CB&L”) with and into the Bank pursuant to an Agreement and Plan of Reorganization, dated as of March 27, 2006 (the “Merger Agreement”);   WHEREAS, the Executive is currently employed as First Vice President and Crowley City President, and the Executive and the Bank have previously entered into an employment agreement dated March 27, 2006 (the “Prior Agreement”);   WHEREAS, the Bank desires to amend and restate the Prior Agreement in order to make changes to comply with Section 409A of the Code (as defined herein), as well as certain other changes; and   WHEREAS, the Executive is willing to serve the Bank on the terms and conditions hereinafter set forth;   NOW THEREFORE, in consideration of the mutual agreements herein contained, and upon the other terms and conditions hereinafter provided, the parties hereby agree as follows:   1.           Definitions.  The following words and terms shall have the meanings set forth below for the purposes of this Agreement:   (a)           Annual Compensation.  The Executive=s “Annual Compensation” for purposes of this Agreement shall be deemed to mean the sum of the Executive=s then current annual rate of base salary and any cash bonus paid to the Executive by the Employer for the calendar year immediately preceding the calendar year in which the Date of Termination occurs.   (b)           Base Salary.  ABase Salary@ shall have the meaning set forth in Section 3(a) hereof.   (c)           Cause. Termination of the Executive=s employment for ACause@ shall mean termination because of personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order or material breach of any provision of this Agreement.

(d)           Code.  “Code” shall mean the Internal Revenue Code of 1986, as amended.   (e)           Date of Termination.  “Date of Termination” shall mean (i) if the Executive=s employment is terminated for Cause, the date on which the Notice of Termination is given, and (ii) if the Executive=s employment is terminated for any other reason, the date specified in the Notice of Termination.   (f)           Disability.  ADisability@ shall be deemed to have occurred if the Executive: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Employer.   (g)           Effective Date.  The AEffective Date@ of the Agreement shall be the date first written above.   (h)           Employment Period. The Executive=s AEmployment Period@ under this Agreement shall be for a period of three years commencing on the Effective Date.   (i)           Good Reason.  Termination by the Executive of the Executive’s employment for “Good Reason” shall mean termination by the Executive based on the occurrence of any of the following events:  

  provided, however, that prior to any termination of employment for Good Reason, the Executive must first provide written notice to the Employer within ninety (90) days of the initial existence of the condition, describing the existence of such condition, and the Employer shall thereafter have the right to remedy the condition within thirty (30) days of the date the Employer received the written notice from the Executive.  If the Employer remedies the condition within such thirty (30) day cure period, then no Good Reason shall be deemed to exist with respect to such condition.  If the Employer does not remedy the condition within such thirty (30) day cure period, then the Executive may deliver a Notice of Termination for Good Reason at any time within sixty (60) days following the expiration of such cure period. 2

(j)           IRS.  IRS shall mean the Internal Revenue Service.   (k)           Notice of Termination.  Any purported termination of the Executive=s employment by the Employer for any reason, including without limitation for Cause, Disability or Retirement, or by the Executive for any reason, including without limitation for Good Reason, shall be communicated by a written ANotice of Termination@ to the other party hereto.  For purposes of this Agreement, a ANotice of Termination@ shall mean a dated notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive=s employment under the provision so indicated, (iii) specifies a Date of Termination, which shall be not less than thirty (30) nor more than ninety (90) days after such Notice of Termination is given, except in the case of the Employer=s termination of the Executive=s employment for Cause, which shall be effective immediately; and (iv) is given in the manner specified in Section 10 hereof.   (l)           Retirement.  ARetirement@ shall mean voluntary termination by the Executive in accordance with the Employer=s retirement policies, including early retirement, generally applicable to its salaried employees.   2.           Term of Employment.   (a)           The Employer hereby employs the Executive as First Vice President and Crowley City President, and the Executive hereby accepts said employment and agrees to render such services to the Employer on the terms and conditions set forth in this Agreement.  The term of this Agreement shall be a period of three years commencing as of the Effective Date and ending on the third anniversary of the Effective Date, subject to earlier termination as provided herein.   (b)           During the term of this Agreement, the Executive shall perform such executive services for the Employer as may be consistent with his titles and from time to time assigned to him by the Employer=s President.   3.           Compensation and Benefits.   (a)           The Employer shall compensate and pay the Executive for his services during the term of this Agreement at a minimum base salary of $75,000 per year (ABase Salary@), which may not be decreased without the Executive=s express written consent.  In addition to his Base Salary, the Executive shall be entitled to receive during the term of this Agreement such bonus payments as may be determined by the President of the Employer. 3

(b)           During the Employment Period, the Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, profit sharing plan or other plans, benefits and privileges given to employees and executives of the Employer, to the extent commensurate with his then duties and responsibilities.  The Employer shall not make any changes in such plans, benefits or privileges which would adversely affect the Executive=s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Employer and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Employer.  Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof.   (c)           During the Employment Period, the Executive shall be entitled to paid annual vacation in accordance with the policies as established from time to time by the Employer. The Executive shall not be entitled to receive any additional compensation from the Employer for failure to take a vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Employer.   (d)           During the Employment Period, the Employer shall provide the Executive with the use of an automobile.  The Employer shall pay for all costs of insurance coverage, repairs, maintenance and other incidental expenses, including license, fuel and oil, related to the Executive=s business use of the automobile, subject to such reasonable documentation and other limitations as may be establ